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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Common Stock | $ 1.62 | 11/21/2016 | 11/21/2016 | D | 647,913 | (4) | (4) | Common Stock | 647,913 | $ 0 | 0 | D | |||
Option to Purchase Common Stock | $ 5.07 | 11/21/2016 | 11/21/2016 | D | 1,000,000 | (4) | (4) | Common Stock | 1,000,000 | $ 0 | 0 | D | |||
Option to Purchase Common Stock | $ 48.97 | 11/21/2016 | 11/21/2016 | D | 3,000,000 | (5) | (5) | Common Stock | 3,000,000 | $ 0 | 0 | D | |||
Zero Coupon Convertible Senior Notes due 2020 | $ 33 | 12/07/2015 | 12/01/2020 | Common Stock | $ 3,000,000 | 0 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rive Lyndon R 3055 CLEARVIEW WAY SAN MATEO, CA 94402 |
X | Chief Executive Officer |
/s/ Seth R. Weissman, Atty-in-fact for Lyndon R. Rive | 11/23/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Outstanding shares of the common stock of the Issuer were converted into the right to receive 0.110 shares of Tesla common stock for each share of the Issuer's common stock issued and outstanding, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement. |
(2) | Since reporting person's last report, 659,574 shares previously owned directly by the reporting person were transferred to an investment company managed by the reporting person. |
(3) | Since reporting person's last report, 1,348 shares previously owned by the reporting person were transferred to the reporting person as custodian for his minor children. |
(4) | Outstanding stock options and restricted stock unit awards ("RSUs") of the Issuer were assumed by Tesla and automatically converted into corresponding equity incentive awards on common stock of Tesla in accordance with the Merger Agreement. |
(5) | Pursuant to its terms, this option to purchase common stock of the Issuer expired upon the closing of the Merger. |
(6) | The Zero Coupon Convertible Senior Notes due 2020 have been adjusted to become convertible into shares of Tesla common stock. |
Remarks: This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 1, 2016, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Tesla Motors, Inc. ("Tesla"). |